It might strike you as you ride a free Circle Line tram past the cheerfully modern headquarters of the National Australian Bank in Melbourne's resurgent Docklands precinct. That's where you meet "Cow Up a Tree," a boxy bovine suspended legs-up in metal branches by Australia-born sculptor John Kelly.

Or the thought might dawn curbside by the State Library - sober with its stone columns - where the merrily painted bases of the light poles could pass for outsized Italian vases. Or perhaps farther up Swanston Street, where three long-limbed, cast-bronze businessmen seem perplexed by the swirl of shoppers, school groups, and dark-suited professionals.

"Marvelous Melbourne," Australia's second city, wears her art the way an Outback bushranger wears his wide-brimmed Akubra under the baking December sun: everywhere, all the time, and not the least bit self-consciously.

If you come to catch the Jasper Johns and Andy Warhol retrospective at the National Gallery Victoria International in the city's Southbank district, in other words, you might leave just as impressed with quirky works you had no plans to see. Art occurs just often enough along this city's public ways that each encounter feels like a singular discovery.

It isn't all incidental. Federation Square - where the NGV's Ian Potter Centre houses more than 20,000 Australian works of art - has, by most accounts, become the city's cultural heart since its opening in late 2002. It's an ultramodern outpost on the banks of the Yarra River. The building's fractal facade features more than 22,000 same-size triangles of sandstone, zinc, and glass.

Viewed from the eastern end of Flinders Street, "Fed Square" (Aussies shorten everything to a pet name) sets off the Edwardian baroque face of Flinders Street Station, only yards away. All around town cranes loom over new construction, but Melbourne's colonial past seems to hold its own architecturally - countless old churches proudly nestled among offices and banks of shimmering steel and glass.

Just across the Yarra River, in the Southbank, stands the Arts Centre, its 531-1/2-foot white spire jutting Eiffel-like into the sky above a nest of performing-arts forums, including the state opera and ballet. Long, low boats ply the river near Princes Bridge. As night falls, a neon glow warms the walls of newer structures, suggesting just a hint of Miami that broadens Melbourne's old "Paris of the Antipodes" handle.

In other ways, Melbourne's character reflects its place along the Pacific Rim. Some of its best restaurants are Indonesian, Malaysian, and Thai. After dark, Chinatown thrums. Asian teens roam in modified Nissan Skylines, exhaust pipes growling, and an old sign painted on an alley's brick wall - Commit No Nuisance - seem a little dated, though the city does feel safe and locked-down at all hours.

Melbourne drew the world's attention when it played host to the Olympics in 1956. Somewhere along the way to winning the "most livable city" title earlier this year from the Economist Intelligence Unit, its second straight title, the city lost its place as Australia's economic power center to big-sibling Sydney up the coast. It had been surpassed in population back at the turn of the century.

Today the two cities maintain a teasing rivalry - friendly, but with an edge. "They call us Mexicans," says one Melbourne resident. "You know, south of the border" and relatively undeveloped.

Partly as a result of its No. 2 status, Melbourne (say MEL-bun, please) and the state of Victoria have become first-rate strivers. In recent years, state officials have concentrated on polishing and promoting. That has fostered a creative openness in this city of 1.7 million people.

In the mid-20th century, the arts scene - and Australian life in general - was all about assimilation, says Melanie Doreleyers. She and her husband run a gallery that showcases aboriginal paintings, an old art form winning new support and attention as more Australians recognize its cultural importance and rising investment value. "Now," she says, "the emphasis is on differences."

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